General Conditions of Purchase

• 1. Definitive conditions
  • 1.1 We place orders based on these General Conditions of Purchase. Other conditions are not contained in the contract, even if we do not expressly veto them. If we accept the deliveries/services without express objection, this can under no circumstances be understood to mean that we have accepted these delivery conditions. 
  • 1.2 Upon initial delivery under the existing General Conditions of Purchase, the supplier acknowledges that these apply exclusively even for any other orders.
  • 1.3 Orders, agreements and changes are only binding if they have been issued or confirmed by us in writing. Agreements made verbally or by telephone require subsequent writing confirmation to become valid. The same applies for contract changes and sub-agreements made by telephone.
  • 1.4 We can demand for changes to be made to the contractual object even after contract conclusion, insofar as this is feasible for the supplier. For this contractual change, the effects from both sides, particularly extra charges and reduced costs, as well as deadlines, are to be taken into account appropriately.
• 2. Prices and payment conditions
  • 2.1 The agreed prices are fixed, excluding legal sales tax. Costs for packaging and transport to the site of application or shipping address provided by us, as well as for customs formalities and duties are included in the prices.
  • 2.2 Every delivery must include a delivery note precisely itemising the delivery according to type, quantity and weight.
  • 2.3 We only accept the quantities or number of items ordered by us. Over or under-deliveries, as well as partial deliveries, are only permitted according to agreements made by us in advance.
  • 2.4 Shipment takes place at the supplier’s risk. The risk of any deterioration including possible loss is also borne by the supplier until delivery at the shipping address/site of application desired by us.
  • 2.5 Invoices are to be issued to us immediately upon receipt of the goods, stating the order and item numbers. The sales tax is to be shown separately.
  • 2.6 Payment is made by us subject to appropriate delivery, as well as accuracy in terms of price and calculations. If a defect under warranty is detected, we are entitled to refrain from paying for compliance with the warranty duty
• 3. Delivery periods and deadlines
  • 3.1 The delivery periods or deadlines stated in our orders are bindings and are understood as occurring at the place of fulfillment. The completion/transfer of ordered goods, subject to acceptance, including the transfer of all documentation, is definitive for prompt rendering of the services.
  • 3.2 If the supplier recognises that an agreed deadline is threatened, it must inform us of this immediately in writing, stating the reasons and foreseeable duration of the delay. In such cases, the supplier will take all measures necessary to uphold the agreed deadline or to ensure only a very brief delay. Under no circumstances is the agreed deadline changed by the notification of a foreseeable delay.
  • 3.3 If the agreed deadline is not upheld because of a circumstances caused by the supplier, and after unsuccessful expiry of an appropriate extension period set by us, we are entitled to demand compensation for non-compliance, obtain replacements from a third party or withdraw from the contract.
  • 3.4 Force majeure and labour disputes release the contracting partners for the duration of the disturbance and from the service duties affected by this. The contracting partners are obliged to immediately provide the required information where possible and adapt their duties to the changed conditions in good faith. We are completely or partly released from the duty to receive/accept the deliveries/services ordered, and entitled to withdraw from the contract in this respect, if the deliveries/services are no longer usable to us because of the delay caused by the force majeure/labour dispute.
• 4. Guarantees and warranty
  • 4.1 The supplier guarantees that all deliveries/services comply with the latest technology, relevant legal clauses and the regulations and guidelines of authorities, workers’ compensation boards and trade unions. The supplier also guarantees that the deliveries/services are free from third party rights and that they are unconditionally authorised.
  • 4.2 For sales and work delivery contracts, we will immediately notify the supplier of obvious defects in the deliveries as soon as they are detected according to the facts of a conventional business process. In any case, our notification is considered immediate if it is provided within two weeks of receiving the delivery. Defects detected later will be notified to the supplier by us within two weeks of detection.
  • 4.3 During the warranty period, complaints on defects in the delivery/service, including lack of warranted features, must be addressed by the supplier immediately and free of charge, upon request, including all extra costs, either through repairs or replacement, at our discretion. These extra costs particularly include costs accrued while looking for the defect, developing the defective part and incorporating the spare part, as well as surveyor and transport costs. If a rectification or replacement delivery is not possible or unsuccessful, or if it is delayed or denied over an appropriate deadline set by us in writing, we are entitled to legal rights to contractual termination or reduction. Rights to compensation claims are reserved.
  • 4.4 If the supplier does not comply with a warranty duty within an appropriate deadline set by us, we can take the necessary measures or have these taken by third parties at the supplier's expense and risk - without prejudice to its warranty duty.
  • 4.5 The warranty period is two years. It begins with the transferal of the delivery object to us or the third parties appointed by us at the place of receipt/application stipulated by us. The warranty period for spare parts is two years after assembly/start of operation.
  • 4.6 The statute of limitations is barred from the time the defect is notified until the supplier has declared the defect as rectified to us or refuses rectification. For improved or replacement parts, the warranty period resumes on the day of improvement/return delivery of the improved parts or replacement delivery.
  • 4.7 The warranty claim is time-barred 6 months after lodgement of the defect complaints within the warranty period, but not before this is finished. The warranty for items assembled on ships ends 13 months after the ship is delivered to the local purchaser, however no later than 25 months after delivery. For assembly on ships, the repairs must be done on board by the supplier, or the repaired parts and parts to be replaced are to be delivered on board the ship and assembled there.
• 5. Liability
  • 5.1 Insofar as a supplier’s delivery/service is defective, or the supplier breaches contractual diligence, custodial care, information or other contractual sub-duties, or has not upheld contractually agreed deadlines, the supplier is liable to us for resulting damages.
  • 5.2 Insofar as the supplier’s liability according to the legal clauses depends on the fact that it must be responsible for the contractual breach, it can be released from its liability by proving lack of guilt. The supplier is responsible for its assistants’ guilt, as well as that of its supplier, in the same way it is for its own guilt. It can not be released from its liability by proving appropriate selection and monitoring of assistants or suppliers.
  • 5.3 Insofar as claims for production failures and/or evaded profit arise through a contractual breach according to section 5.1, we will only assert these if the supplier has displayed gross negligence or a deliberate act. This does not affect claims resulting from a legal case of strict liability in tort or absolute liability and any damages claims for compensation of expenses for necessary measures to prevent or reduce production difficulties and/or failures. This liability restriction is borne by the supplier, insofar as insurance cover exists from insurance policies taken out by it.
  • 5.4 If a claim is made against us because of a breach of official safety regulations, or due to domestic or international product liability regulations or laws, because of defects in our product, which can be traced back to the supplier’s goods, we are then entitled to demand compensation for this damage, insofar as this is caused by the product supplied by it. These damages also include the costs for precautionary product recall.
  • 5.5 The supplier must hold sufficient operational liability insurance cover. The supplier must insure itself adequately against all risks resulting from product liability. On request, the supplier will provide relevant proof of insurance.
• 6. Trademark rights
  • 6.1 The supplier guarantees that all deliveries/services are free from third party trademark rights and, in particular, that patents, licences or other third party trademark rights are not breached by the delivery and use of the supplied goods.
  • 6.2 The supplier exempts us and our clients from third party claims resulting from any breaches of trademark rights, and also bears all costs we incur for this at our first request.
  • 6.3 We are entitled to approve usage of the supplied items and services from the authorised party at the supplier’s expense.
• 7. Termination of the co-operation
  • 7.1 If temporary insolvency proceedings are ordered or opened on the supplier's assets, we are entitled to completely or partly refuse contractual fulfillment and demand damage compensation for non-compliance. In the event of threatening insolvency, we are entitled to make an appropriate deposit for the duration of the respective warranty periods.
  • 7.2 We are also entitled to completely or partly terminate the contract; the possibility of contract termination according to general legal regulations remains unaffected.
• 8. Final clauses
  • 8.1 If individual parts of these conditions of purchase are invalid, the validity of the remaining clauses is not affected by this.
  • 8.2 The place of fulfillment for the deliveries and services is the shipping address/site of application desired by us.
  • 8.3 The place of jurisdiction is our registered base if the supplier is a dealer. However, we reserve the right to assert our claims at any other competent place of jurisdiction.
  • 8.4 In addition, the legal clauses of the Federal Republic of Germany apply, except for the UN Conventions Relating to a Uniform Law on the International Sale of Goods dated 11 April 1980.

LightPartner Lichtsysteme GmbH & Co. KG, June 2014